Equity and Divestitures

6 Months Ended

Jun. 30, 2025

Note 16. Equity and divestitures

Share capital

The following table illustrates the shareholders’ equity of the Company after being retrospectively adjusted by the share split in line with capital restructuring of the Group in conjunction with the SPAC merger:

	Shares
As of January 1, 2024		31,617,370
Shares issued		889,411
As of June 30, 2024		32,506,781
Shares issued		5,930,661
As of December 31, 2024		38,437,442

As of January 1, 2025		38,437,442
Shares issued		53,820,401
As of June 30, 2025 (*)		92,257,843

(*)	The shares represent a change in ownership resulting from the conversion of earned amounts into ordinary shares, as disclosed in Schedule 13D/A.

The distribution of shareholders’ capital as of June 30, 2025, is as follows:

Shareholders	% Participation			Common Shares		Subscribed and Paid- In Share Capital (R$)
Former Nuvini Stockholders (Nuvini Holdings Limited)		23.6	%		21,761,471
Public Stockholders		3.3	%		3,070,708
Mercato Founders		6.9	%		6,410,232
PIPE Investors		66.2	%		61,015,432
Total		100	%		92,257,843		369,122

Derivatives

The Group has recognized the following movement in the Company’s warrant obligations:

	Total
Balance at January 1, 2025		7,663
Change in fair value		(3,026	)
Balance at June 30, 2025		4,637

Non-controlling Interest

The following table summarizes the movement in the Company’s non-controlling interests in Mercos:

At January 1, 2024	3,039
Share of profit for the year	5,370
Payment of dividends	(1,228	)
At December 31, 2024	7,181
Share of profit for the period	2,654
Payment of dividends	(12,325	)
At June 30, 2025	(2,490	)

Nvni Group Ltd 6-K